REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLEXSTEEL INDUSTRIES, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
MINNESOTA 42-0442319
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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P.O. BOX 877
DUBUQUE, IOWA 52004
(ADDRESS OF PRINCIPAL OFFICES AND ZIP CODE)
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FLEXSTEEL INDUSTRIES, INC.
2002 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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R.J. KLOSTERMAN
CHIEF FINANCIAL OFFICER
FLEXSTEEL INDUSTRIES, INC.
3200 JACKSON STREET
DUBUQUE, IOWA 52001
319-556-7730
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPY TO:
IRVING C. MACDONALD, ESQ.
601 CARLSON PARKWAY, SUITE 1050
MINNETONKA, MINNESOTA 55305
952-449-5160
CALCULATION OF REGISTRATION FEE
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1
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
Flexsteel Common
Stock (par value $1.00
per share) 500,000(1) $14.89(2) $7,445,000(2) $602.30
(1) Represents the aggregate number of shares of common stock, par value $1.00
per share (the "Common Stock"), of Flexsteel Industries, Inc. (the
"Company") issuable upon exercise of stock options which may be granted
under the Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) promulgated under the Securities Act based on the closing
sale price for the shares of Common Stock as reported on NASDAQ on June 2,
2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated herein by reference.
(a) Annual Report on Form 10-K for the fiscal year ended June 30,
2002 filed pursuant to the Exchange Act of 1934.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934 since June 30, 2002 including Quarterly
Reports on Form 10-Q for the quarters ended September 30, 2002,
December 31, 2002 and March 31, 2003.
(c) The description of the Registrant's Common Stock set forth in
Registrant's Registration Statements filed pursuant to Section 12
of the Exchange Act of 1934 (the "Exchange Act") and any
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934 after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Minnesota Statutes, Section 302A.521, generally requires a corporation
to indemnify its directors, officers, and employees against judgments,
penalties, fines, and expenses, including attorneys' fees, incurred in
connection with their official capacities, provided that such person (a) has not
been indemnified by another with respect to the same matter, (b) acted in good
faith, (c) received no improper personal benefit, (d) had no reasonable cause to
believe that his conduct was unlawful, and (e) reasonably believed that his
conduct was in the best interests of the corporation.
The restated articles of the Registrant provide that the Registrant
SHALL indemnify its former and present Directors, Officers and Members of
Committees of the Board of Directors of Registrant, and one who at the request
of Registrant is serving as a Director or Officer of another corporation,
partnership, joint venture, trust or other enterprise including employee benefit
plans; and MAY indemnify one who at the request of Flexsteel is serving as an
Employee, Partner, Trustee, Fiduciary, Agent, Attorney or in any other capacity
of another corporation, partnership, joint venture, trust or other enterprise
including employee benefit plans, and one who is serving Registrant as an Other
Person such as Employee, Partner, Trustee, Agent, Attorney, Fiduciary, or in any
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other capacity (all the above hereinafter called Indemnities) for actions
undertaken or omitted in such Capacity to the fullest extent permitted by the
Minnesota Business Corporation Act, other applicable statutory and case law (the
Law), as all the foregoing now exists or hereafter, from time to time, maybe
changed, amended or supplemented. The indemnification shall inure to the benefit
of the person, the person's heirs, legal representatives and administrators.
If the Indemnitee institutes a Proceeding against the Registrant, the
Indemnitee shall not be entitled to indemnification unless the Registrant has
first consented in writing to the proceedings prior to its commencement by the
Indemnitee.
In furtherance thereof said Registrant is authorized, but shall not be
required, to enter into Contracts and Agreements with any Indemnitee providing
for indemnification and for the advancement and reimbursement of attorneys' fees
and disbursements, judgments, penalties, fines, excise taxes, other
disbursements, amounts paid in settlement and other expenses of every kind and
nature (Expenses) - all to the fullest extent permitted by the Law. The
Registrant's failure to do so shall in no manner affect or limit the rights
provided for in this section or otherwise.
The maximum aggregate amount of indemnity payable by the Registrant to
ALL Indemnities arising out of the same occurrence regardless of how many claims
or people are involved is five million dollars in 1987 constant dollars over and
above all insurance paid.
Any repeal, change, or amendment affecting this indemnification or the
Minnesota Business Corporation Act or other applicable statutory and case law,
shall not apply to eliminate, reduce or adversely affect any rights or
protection of an Indemnitee existing prior to such repeal, change or amendment
but to the extent that a Law change permits the Registrant to provide greater or
broader rights or protection, the Law shall apply retroactively to the effective
date of this provision which was adopted in 1987.
The Registrant purchases and maintains Directors and Officers
liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Page No.
4. - 2002 Stock Option Plan 10
5. - Opinion of Irving C. MacDonald, Esq. 17
23.1 - Consent of Deloitte & Touche LLP 18
23.2 - Consent of Irving C. MacDonald, Esq.
(included in Exhibit 5) 17
24. - Power of Attorney 19
II-2
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) (1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent posteffective amendment thereof) which, individually or on
the aggregate, represent a fundamental change in the information
set forth on the Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a) (i) and (a) (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15
(d) of the Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offer
thereof.
(3) To remove from registration by means of post-effective amendment
of any of the securities being registered which remain unsold at
the termination of the offering.
(b) that, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section 15
(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to
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a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dubuque, State of Iowa on March 11, 2003.
Flexsteel Industries, Inc.
/s/ K.B. Lauritsen
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By: K.B. Lauritsen
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Date: March 11, 2003 /s/ L. Bruce Boylen
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L. Bruce Boylen
CHAIRMAN, BOARD OF DIRECTORS AND DIRECTOR
Date: March 11, 2003 /s/ K. Bruce Lauritsen
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K. Bruce Lauritsen
DIRECTOR, PRINCIPAL EXECUTIVE OFFICER
AND PRESIDENT
Date: March 11, 2003 /s/ Edward Monaghan
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Edward Monaghan
DIRECTOR
Date: March 11, 2003 /s/ James R. Richardson
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James R. Richardson
DIRECTOR
Date: March 11, 2003 /s/ R.J. Klosterman
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R.J. Klosterman
CHIEF FINANCIAL OFFICER AND
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER
Date: March 11, 2003 /s/ Jeffrey T. Bertsch
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Jeffrey T. Bertsch
DIRECTOR
Date: March 11, 2003 /s/ Patrick M. Crahan
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Patrick M. Crahan
DIRECTOR
Date: March 11, 2003 /s/ Thomas E. Holloran
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Thomas E. Holloran
DIRECTOR
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Date: March 11, 2003 /s/ Marvin M. Stern
--------------------------- -----------------------------------------
Marvin M. Stern
DIRECTOR
Date: March 11, 2003 /s/ Lynn J. Davis
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Lynn J. Davis
DIRECTOR
Date: March 11, 2003 /s/ Eric S. Rangen
--------------------------- -----------------------------------------
Eric S. Rangen
DIRECTOR
Date: March 11, 2003 /s/ Robert E. Deignan
--------------------------- -----------------------------------------
Robert E. Deignan
DIRECTOR
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EXHIBIT INDEX
EXHIBIT NO.
Page No.
4. - 2002 Stock Option Plan 10
5. - Opinion of Irving C. MacDonald, Esq. 17
23.1 - Consent of Deloitte & Touche LLP 18
23.2 - Consent of Irving C. MacDonald, Esq.
(included in Exhibit 5) 17
24. - Power of Attorney 19
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EXHIBIT 4
APPENDIX A
FLEXSTEEL INDUSTRIES, INC.
2002 STOCK OPTION PLAN
SECTION 1
DEFINITIONS: As used herein, the following terms have the meaning indicated:
"AGREEMENT" means the Option Agreement entered into between the Company and an
Optionee.
"BOARD OF DIRECTORS" means the Board of Directors of the Company.
"COMMITTEE" means the members of the Board of Directors appointed to administer
the Plan.
"COMPANY" means Flexsteel Industries, Inc.
"DATE OF ADOPTION" means December 9, 2002.
"DATE PLAN APPROVED BY SHAREHOLDERS" means December 9, 2002.
"OPTION" means an Optionee's right to purchase shares of Common Stock of the
Company, subject to the terms and conditions of the Plan and Agreement. Options
are either Incentive Stock Options or Nonqualified Stock Options.
"OPTIONEE" means an eligible employee who has been designated for participation
under the Plan as defined in Section 5(a) or a Non-employee director granted
options pursuant to Section 5(e).
"OPTION PERIOD" means the ten-year or lesser period of time during which the
Stock Option Agreement allows the Option to be exercised commencing with the
date the Option is granted. No Option shall be granted after December 1, 2012.
"NON-EMPLOYEE DIRECTOR" means a director of the Company who has not been an
employee of the Company for three years.
"PLAN" means the Flexsteel Industries, Inc. 2002 Stock Option Plan.
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SECTION 2
AGGREGATE SHARES UNDER THE PLAN AND PURPOSE:
(a) The aggregate number of shares which may be issued pursuant to this
Plan under Options is 500,000 Common Shares of the Company, subject to
adjustments provided for hereafter in Section 4(b).
(b) The purpose of this Plan is to encourage the growth and success of
the Company by providing incentives to motivate, attract and retain employees of
competent training, experience and ability to encourage such people to invest in
the Common Stock of the Company, thereby increasing their proprietary interest
in the business and their personal interest in the Company's continued success
and progress. The purpose also is to attract and retain outstanding Non-employee
directors by enabling them to participate in Company growth through automatic
non-discretionary grants of Options.
(c) The Plan shall be deemed to have been adopted December 9, 2002,
subject to the ratification and approval by shareholders of the Company at the
December 9, 2002 Annual Meeting. Options may be granted after the Plan is
adopted and before the Plan is approved by shareholders but the Company shall
have no obligations of any nature whatsoever to any employee or other person
arising out of either this Plan or any Options granted hereunder unless
shareholder approval is obtained.
(d) The Plan will not confer upon any Optionee any right with respect
to continuance of employment by the Company, nor a continuing directorship, nor
will it interfere in any way with the Company's right to terminate the
Optionee's employment at any time with or without cause.
(e) No Option shall be granted pursuant to the Plan after December 1,
2012.
(f) The Committee, in its discretion, shall set the length of the time
during which each Option may be exercised, except for Non-employee director
grants, but in no event shall it be longer than ten years after the date of
grant.
SECTION 3
ADMINISTRATION:
(a) Subject to such orders and resolutions not inconsistent with the
provisions of the Plan as may from time to time be issued or adopted by the
Board of Directors, the Plan shall be administered by, or only in accordance
with the recommendation of, a Committee of two or more persons having full
authority to act in the matter, all of the members of which Committee are
disinterested persons within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934, as amended.
(1) The Committee shall administer the Plan and accordingly,
it shall have full power to grant Options, construe and interpret the
Plan, amend and adjust terms of then existing options subject to
restrictions of this Plan, establish rules and regulations and perform
all other acts, including the delegation of administrative
responsibilities, it believes reasonable and proper.
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(2) The determination of those eligible to receive Options,
and the amount, type and timing of each Option and the terms and
conditions of the respective Option Agreements shall rest in the sole
discretion of the Committee, subject to the provisions of the Plan.
(3) The Committee may cancel any Options awarded under the
Plan if an Optionee conducts himself in a manner which the Committee
determines to be inimical to the best interests of the Company and/or
accepts employment with a competitor. This provision does not apply to
Non-employee director Options.
(4) The Board, or the Committee, may correct any defect,
supply any omission or reconcile any inconsistency in the Plan, or in
any granted Option, in the manner and to the extent it shall deem
necessary to carry it into effect.
None of the Committee members are eligible to receive Options under the
Plan while a member of the Committee, except pursuant to Section 5(e).
(b) All determinations by the Committee shall be made by the
affirmative vote of a majority of its members by written consent or by a
majority vote, in person or otherwise, of its members at a meeting called for
that purpose.
(c) Each Option shall be evidenced by an Agreement which shall contain
the terms and conditions and shall be signed by an Officer of the Company and
the Optionee. As a minimum, the Agreement shall state the number of shares of
stock under Option, the Option price and the duration of the Option.
(d) All decisions made by the Committee pursuant to provisions of the
Plan or related orders or resolutions of the Board of Directors shall be final,
conclusive and binding on all parties, including the Company, shareholders,
employees and Optionees.
SECTION 4
SHARES SUBJECT TO THE PLAN:
(a) Shares to be delivered upon exercise of an Option under the Plan
shall be made available at the discretion of the Board of Directors either from
authorized but unissued shares of the Company's Common Stock or shares acquired
by the Company, including shares purchased in the open market.
(b) In the event of merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, or other change in corporation
structure affecting the Company's Common Stock the number of shares of Common
Stock available for Options and subject to outstanding Options shall be adjusted
proportionately. Similarly, the Option price per share of outstanding Options
shall be appropriately adjusted. However, fractional shares may be rounded to
the nearest whole share.
SECTION 5
ELIGIBILITY AND PARTICIPATION:
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(a) The persons eligible for participation in the Plan shall be
full-time managerial, administrative or professional employees of the Company,
Non-employee directors and those other employees who are key to the Company's
success. This includes officers, whether or not Directors of the Company.
Participation in the Plan shall not be automatic except for Non-employee
directors who shall be granted Options in amounts and pursuant to the terms only
as provided by Section 5(e) herein and not otherwise.
(b) Subject to the limitations of the Plan, the Committee shall select
the persons to participate in the Plan, determine the number and Option price of
shares subject to each Option, and determine the date when each Option shall be
granted and the date when each Option shall expire. The date the employee
becomes an Optionee is the date of his Agreement with the Company. More than one
Option may be granted to the same Optionee and an Optionee may enter into more
than one Agreement with the Company.
(c) No Incentive Stock Option shall be granted to anyone who,
immediately after such Option would otherwise be granted, would own stock
representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company.
(d) An Option granted to an Optionee under this Plan shall in all
events lapse upon expiration of the Option period, if not exercised, lapsed,
canceled or otherwise terminated prior thereto. If an Option granted hereunder
is not exercised but is canceled, terminated or lapsed, the shares covered by
such Option shall become again available for grant by the Committee under this
Plan.
(e) Each person who becomes for the first time a Non-employee director,
including by reason of election, appointment or lapse of three (3) years since
employment by the Company (whether or not that person is standing for
re-election that year), will receive an immediate one-time Option grant for
2,500 shares. Each Non-employee director will receive an Option grant for 2,500
shares on the first business day following each annual meeting. The following
terms and conditions are applicable to each Option. The Option price per share
will be equal to one hundred percent (100%) of the fair market value on the date
of the Option grant. The Options will have terms of ten years measured from the
date of the Option grant. In the event the Optionee ceases to serve as a
director the Option may be exercised for a period of five (5) years after the
date of cessation unless cessation is caused by reason of disability or death in
which case the option may be exercised for a period of two (2) years. In the
case of death the Option may be exercised within such period by the estate or
heirs of the Optionee. The above exercise periods do not extend the option
period as established at time of grant.
SECTION 6
TERM OF THE PLAN AND OPTION PERIOD:
(a) The Plan shall automatically terminate on December 1, 2012, which
is within ten years from the Date of Adoption. No Options shall be granted after
the date of such termination. However, the Plan shall remain in effect as to all
outstanding Options until the outstanding Options are exercised, canceled,
terminated or lapsed.
(b) Such termination shall not adversely affect Options previously
granted.
(c) Subject to the provisions of the Plan with respect to death,
disability, retirement, termination of employment, or otherwise, the maximum
period during which each Option shall be exercised shall be fixed by the
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Committee, except for Non-employee directors, at the time each such Option is
granted, but in no event shall it exceed ten years from the date of such grant.
SECTION 7
OTHER PROVISIONS:
The Committee may grant either Incentive Stock Options or Nonqualified
Stock Options to employees. Where an Incentive Stock Option and a Nonqualified
Stock Option are awarded by the Committee, such Options shall constitute
separate grants and shall clearly be identified as such. In no event will the
exercise of one such Option affect the right to exercise the other such Option.
If an Incentive Stock Option is awarded, absolutely all terms and conditions
making it so must be complied with by the Company and the Optionee.
(a) OPTION PRICE: The Option price for shares of Common Stock
of the Company shall be one hundred percent (100%) of the fair market
value of such Common Stock on the date the Option is granted. For the
purposes of this Plan, such fair market value shall be determined (i)
in case the Common Stock shall not then be listed and traded upon a
recognized securities exchange, upon the basis of the mean between the
bid and asked quotations for such stock on the date of grant (as
reported by a recognized stock quotation service) or, in the event that
there shall be no bid or asked quotations on the date of grant, then
upon the basis of preceding the date of grant, or (ii) in the case the
Common Stock shall then be listed and traded upon a recognized
securities exchange, upon the basis of the mean between the highest and
lowest selling prices at which shares of the Common Stock were traded
on such recognized securities exchange on the date of grant or, if the
Common Stock was not traded on said date, upon the basis of the mean of
such prices on the date nearest preceding the date of grant, and upon
any other factors which the Committee shall deem appropriate.
(b) MAXIMUM OPTION GRANTS: The aggregate fair market value
(determined at the time the Option is granted) of the stock with
respect to which Incentive Stock Options are exercisable for the first
time by such individual during any calendar year (under all such plans
of the Company and its parent and subsidiary corporations, if any)
shall not exceed $100,000. Options granted in excess of the applicable
statutory limit shall be treated as Nonqualified Stock Options.
(c) EXERCISE OF OPTIONS: Each Option granted under the Plan
shall be exercisable at the Option price set forth in the Agreement, on
such date or dates during such Option Period (not exceeding ten years
from the date of such grant) and for such number of shares as
determined by the Committee and as is set forth in the Agreement with
respect to such Option. However, no Option granted hereunder to any
employee may be exercised except in the case of death, disability or
retirement pursuant to any pension or retirement plan of the Company,
until two years of continued employment with the Company has elapsed.
Any Optionee desiring to exercise any Option hereunder shall give
written notice to the designated financial officer of the Company and
include therein full payment for the shares supporting such Option.
Full payment of the exercise price including any tax due is to be made
in cash, with the stock of the Company or with a combination of both.
Notice is only valid when full payment is included therewith.
(d) TRANSFERABILITY OF OPTIONS: An Option granted under the
Plan may not be transferred except by will or the laws of descent and
distribution, and during the lifetime of the Optionee shall only be
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exercisable by the Optionee. The Optionee shall have no interest in the
stock subject to Options and shall have no rights until the shares are
fully paid for and certificates for such stock are issued to the
Optionee.
(e) PAYMENT FOR SHARES: No shares shall be issued to any
Optionee until notice, as defined in Section 7(c) has been given to the
Company. Within 45 days after the receipt of said notice to exercise
the Option, the Company shall deliver to the Optionee certificates
representing all stock purchased thereunder.
(f) RESTRICTION ON SALE OF SHARES: Any stock received pursuant
to the exercise of an Incentive Stock Option which is sold within
either: 1) two years from the effective date of the Option grant, or 2)
within one year of the effective date of exercise, shall not be
afforded the tax treatment of Incentive Stock Options. However, if any
Optionee disposes of shares of Common Stock of the Company acquired on
the exercise of an Incentive Stock Option by sale or exchange, either:
1) within two years after the date of the Option grant of the Incentive
Stock Option under which the stock was acquired, or 2) within one year
after the acquisition of such shares, the Optionee shall notify the
Company of such disposition and of the amount realized upon such
disposition.
(g) If any Option is not granted, exercised or held pursuant
to the provisions of this Section, it will be considered to be a
Nonqualified Stock Option to the extent that any or all of the Option
grant or exercise is in conflict with the above restrictions.
SECTION 8
DEATH, RETIREMENT AND TERMINATION OF EMPLOYMENT:
Any Option granted to an employee, the period of which has not lapsed
or expired, shall terminate at the time of the death of the Optionee to whom the
Option was granted or on the retirement or termination for any reason of such
Optionee's employment with the Company, and no shares may thereafter be
delivered pursuant to such Option, except that:
(a) within two years after the date of the Optionee's death,
during which two year period the Option may be exercised by the
Optionee's estate, legal representative, or legatee or such other
person designated by an appropriate court as the person entitled to
exercise such Option but only to the extent the Optionee was entitled
to exercise it at the time of death. The Option must be exercised in
the manner provided for in Section 7(c).
(b) within five years after termination of employment by
reason of retirement pursuant to any pension or retirement plan of the
Company or cessation of serving as a non-employee Director and to the
extent the Optionee would have been able to exercise it at the time of
such termination or cessation. The Option must be exercised in the
manner provided for in Section 7(c).
(c) within two years after termination of employment by reason
of disability to the extent the Optionee would have been able to
exercise it at the time of such termination. The Option must be
exercised in the manner provided for in Section 7(c).
Nothing in this Section 8 shall extend the option period as established
at time of grant.
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SECTION 9
AMENDMENT OF THE PLAN:
The Board of Directors may amend, suspend or discontinue the Plan, but
may not, without the approval of the Company's shareholders, make any amendment
which would:
(a) abolish the Committee, change the qualifications of its
members, or withdraw the administration of the Plan from its
supervision, or permit any person while a member of the Committee to
become eligible to participate in the Plan subject to Section 5(e);
(b) make any material change in the class of eligible
employees as defined in the Plan;
(c) increase the aggregate number of shares for which Options
may be granted under the Plan;
(d) extend the term of the Plan or the maximum Option Period;
or
(e) change the right of any Non-employee director to receive
automatic non-discretionary grants of Options under this Plan. The Plan
provisions relating to grants to Non-employee directors shall not be
amended more than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder.
REQUIREMENTS OF LAW:
(a) WITHHOLDING TAXES: The Company shall have the right to deduct from
all payments under this Plan, in cash, or deduct from payroll wages, an amount
necessary to satisfy any federal, state or local withholding tax requirements or
otherwise.
(b) GOVERNING LAW: The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Minnesota.
(c) AGREEMENT TO COMPLY WITH SECURITIES LAWS AND THE INTERNAL REVENUE
CODE: Before the Company delivers any stock purchased, the following written
statement may be required from the Optionee:
"I agree not to dispose of the shares purchased by me pursuant
to the Flexsteel Industries, Inc. 2002 Stock Option Plan, otherwise
than in compliance with the Securities Act of 1933, as amended, and
rules and regulations promulgated thereunder and all other laws, rules
and regulations applicable."
(d) If any term in this Plan pertaining to Incentive Stock Options does
not conform to Section 422 of the Internal Revenue Code of 1986, as amended,
those terms will be invalid and taken out of the Plan. However, removal of any
invalid terms will not affect the remaining terms of the Plan.
16
EXHIBIT 5
June 4, 2003
RE: REGISTRATION STATEMENT ON FORM S-8
FLEXSTEEL INDUSTRIES, INC. 2002 STOCK OPTION PLAN
Ladies and Gentlemen:
I have acted as counsel for Flexsteel Industries, Inc. (the Company) in
connection with the registration statement under the Securities Act of 1933, as
amended, of shares of Common Stock (the "Common Stock"), par value $1.00 per
share, of the Company to be issued pursuant to the Flexsteel Industries, Inc.
2002 Stock Option Plan (the "Plan").
I have reviewed the Company's Restated Articles of Incorporation, and By-Laws
and such other corporate records of the Company and documents and certificates
of public officials and others as I have deemed necessary as a basis for the
opinion hereinafter expressed.
Based on the foregoing and having regard for such legal considerations as I deem
relevant, I am of the opinion that the shares of Common Stock, when issued and
delivered in accordance with the terms of the options to be issued under the
Plan, will be duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to such
Registration Statement.
Very truly yours,
/s/
Irving C. MacDonald
Attorney for Flexsteel Industries, Inc.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Flexsteel Industries, Inc. on Form S-8 of our reports dated August
9, 2002 appearing in and incorporated by reference in the Annual Report on Form
10-K of Flexsteel Industries, Inc. for the year ended June 30, 2002.
/s/
DELOITTE & TOUCHE, LLP
Minneapolis, Minnesota
June 4, 2003
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints K. Bruce Lauritsen and R.J. Klosterman,
and each of them, his/her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him/her and in his/her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he/she might or could do in person, hereby
ratifying and conforming all that said attorneys-in-fact and agents or any of
them, or their or his/her substitute or substitutes, may all fully do or cause
to be done by virtue hereof.
DATE SIGNATURE/TITLE
Date: March 11, 2003 /s/ L. Bruce Boylen
-------------- -----------------------------------------
L. Bruce Boylen
CHAIRMAN, BOARD OF DIRECTORS AND DIRECTOR
Date: March 11, 2003 /s/ K. Bruce Lauritsen
-------------- -----------------------------------------
K. Bruce Lauritsen
DIRECTOR, PRINCIPAL EXECUTIVE OFFICER
AND PRESIDENT
Date: March 11, 2003 /s/ Edward J. Monaghan
-------------- -----------------------------------------
Edward J. Monaghan
DIRECTOR
Date: March 11, 2003 /s/ James R. Richardson
-------------- -----------------------------------------
James R. Richardson
DIRECTOR
Date: March 11, 2003 /s/ R.J. Klosterman
-------------- -----------------------------------------
R.J. Klosterman
CHIEF FINANCIAL OFFICER
AND PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER
Date: March 11, 2003 /s/ Jeffrey T. Bertsch
-------------- -----------------------------------------
Jeffrey T. Bertsch
DIRECTOR
Date: March 11, 2003 /s/ Patrick M. Crahan
-------------- -----------------------------------------
Patrick M. Crahan
DIRECTOR
18
Date: March 11, 2003 /s/ Thomas E. Holloran
-------------- -----------------------------------------
Thomas E. Holloran
DIRECTOR
Date: March 11, 2003 /s/ Marvin M. Stern
-------------- -----------------------------------------
Marvin M. Stern
DIRECTOR
Date: March 11, 2003 /s/ Lynn J. Davis
-------------- -----------------------------------------
Lynn J. Davis
DIRECTOR
Date: March 11, 2003 /s/ Eric S. Rangen
-------------- -----------------------------------------
Eric S. Rangen
DIRECTOR
Date: March 11, 2003 /s/ Robert E. Deignan
-------------- -----------------------------------------
Robert E. Deignan
DIRECTOR
19